What’s a typical independent director’s worst nightmare? My guess is that while a poor balance sheet might cause restless sleep, it’s the thought of an incorrectly reported balance sheet that brings on night terrors. It’s not surprising. Remember the public shaming – and heavy sentences — heaped on Enron and Worldcom for their accounting (and more importantly, ethical) failures? In the years that followed these and other corporate lapses, our networks of C-level executives report that many boards have become far more focused on minimizing risk than on seizing opportunity. This is not surprising: Growing regulation, increased investor focus on governance issues, and scary new categories of corporate risk (e.g. cybersecurity) create two notable challenges for the modern board. First, directors face a real challenge in making sure that protection and alignment of key governance and risk management issues doesn’t crowd out equally important dialogue around strategy and operations. And second, they need to ensure that – even with respect to strategy and operations – board scrutiny doesn’t result in an over-emphasis on conforming to benchmarks and industry norms.
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